CENTRAL & SOUTHERN HOLDING CO/GA
10-Q, 1995-11-13
STATE COMMERCIAL BANKS
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<PAGE>
                                FORM 10 Q
                    SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 1995

                      Commission file number 0-15945

                   CENTRAL AND SOUTHERN HOLDING COMPANY
          (Exact name of registrant as specified in its charter)


     Georgia                                 58-1413533
- ------------------------------     ---------------------------------
(State or other jurisdiction of    (IRS employer identification no.)
incorporation or organization)

     150 West Greene St.
     Milledgeville, Georgia                                      31061
- ---------------------------------------                       ----------
(address of principal executive offices)                      (zip code)

      Registrants telephone number, including area code 912-452-5541


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.


                      Yes  X           No 
                          ---             ---

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


        Class                                Outstanding at October 20, 1995
- --------------------------                   -------------------------------
Common stock, $1 par value                            3,777,017
<PAGE>
<PAGE>

                CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES

                                      FORM 10-Q

                                  TABLE OF CONTENTS





Part I.                                                        Page

Item 1.  Consolidated condensed financial statements  . . . .   3
Item 2.  Management's discussion and analysis of financial
         condition and results of operations  . . . . . . . .   8

Part II.

Item 1.  Legal proceedings  . . . . . . . . . . . . . . . . .  14
Item 2.  Changes in securities  . . . . . . . . . . . . . . .  14
Item 3.  Defaults upon senior securities  . . . . . . . . . .  14
Item 4.  Submission of matters to a vote of security holders   14
Item 5.  Other information  . . . . . . . . . . . . . . . . .  14
Item 6.  Exhibits and reports on Form 8-K . . . . . . . . . .  14















                                                                        2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                              CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES
                                              -----------------------------------------------------
                                                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                                      -------------------------------------

                                                                          (unaudited)
ASSETS                                                                   September 30, 1995     December 31, 1994
                                                                         ------------------     -----------------
                                                                               (dollar amounts in thousands)

<S>                                                                      <C>                    <C>
     Cash and due from banks....................................             $   6,283               $  7,033
     Federal funds sold.........................................                 9,995                 15,069
     Interest-bearing deposits with other banks.................                 1,100                   ---
     Securities available for sale approximate
       amortized cost of $31,240 and $37,528 at 
       September 30, 1995 and December 31, 1994.................                31,233                 35,670
     Securities held to maturity approximate market
       value of $41,706 and $34,779 at September 30,
       1995 and December 31, 1994...............................                41,202                 35,592

     Loans......................................................               109,056                109,208
     Less: Unearned income......................................                  (491)                (1,478)
           Allowance for loan losses............................                (4,203)                (4,313)
                                                                              --------                -------
           Net loans............................................               104,362                103,417

     Premises and equipment.....................................                 2,835                 2,601
     Other assets...............................................                 3,200                 4,615
                                                                              --------               -------
             Total assets                                                     $200,210              $203,997
                                                                               =======               =======

Liabilities and Shareholders' Equity
Liabilities:

     Deposits:
        Noninterest-bearing.....................................              $ 15,929             $ 16,742
        Interest-bearing........................................               160,561              159,940
                                                                              --------              -------
        Total deposits..........................................               176,490              176,682
     Repurchase agreements......................................                   100                6,715
     Other liabilities..........................................                 1,479                1,116
                                                                              --------              -------
            Total liabilities...................................               178,069              184,513
                                                                              --------              -------
Shareholders' Equity:
     Preferred stock, 2,000,000 shares authorized, none issued..                  ---                  ---
     Common stock, $1 par value; authorized
        10,000,000 shares; issued and outstanding
         3,777,017 shares.......................................                 3,777                3,777
     Additional paid in capital.................................                 6,492                6,492
     Unrealized gain (loss) on investment securities, net of tax.                   (5)              (1,226)
     Retained earnings..........................................                11,877               10,441
                                                                              --------              -------
           Total shareholders' equity...........................                22,141               19,484
                                                                              --------              -------
           Total liabilities and shareholders' equity                         $200,210             $203,997
                                                                               =======              =======


                 See accompanying notes to consolidated condensed financial statements.

</TABLE>
                                                                              3
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

                                              CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES
                                              -----------------------------------------------------
                                                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                                                  ---------------------------------------------
                                                                   (unaudited)
                                                                   -----------

                                                                             Three Months Ended September 30
                                                                             --------------------------------

                                                                  (dollar amounts in thousands except per share data)

                                                                                     1995             1994
                                                                                     ----             ----
<S>                                                                             <C>              <C>
Interest Income
     Loans, including fees........................................                $  2,811          $2,747
     Investment securities:
             Tax-exempt...........................................                     156             225
             Taxable..............................................                     944             955
     Federal funds sold...........................................                     176             216
                                                                                    ------           -----
             Total interest income................................                   4,087           4,143
                                                                                    ------           -----
Interest Expense:
     Deposits.....................................................                   2,096           1,967
     Other borrowings.............................................                       1             179
                                                                                    ------           -----
             Total interest expense...............................                   2,097           2,146
                                                                                   -------           -----

             Net interest income..................................                  1,990            1,997
Provision for loan losses.........................................                   (250)             ---
                                                                                   ------            -----
     Net interest income after provision for loan losses..........                  2,240            1,997
                                                                                   ------            -----
Noninterest Income:
     Service charges on deposit accounts..........................                    170              182
     Gain (loss) on sale of securities............................                    ---              241
     Other noninterest income.....................................                     35              229
                                                                                   ------            -----
             Total noninterest income.............................                    205              652
                                                                                   ------            -----
Noninterest Expense:
     Salaries and employee benefits...............................                    782              862
     Net occupancy and equipment expense..........................                     90              263
     Other noninterest expense....................................                    645              746
                                                                                   ------            -----
             Total noninterest expense............................                  1,517            1,871
                                                                                   ------            -----
             Earnings before income taxes ........................                    928              778
Income taxes......................................................                    260              169
                                                                                   ------            -----
             Net earnings.........................................                $   668          $   609
                                                                                   ======            =====

             Net earnings available to common shareholders........                $   668          $   576
                                                                                   ======           ======
Per Share Information:
     Net Earnings ................................................                $  0.18          $   .17
     Weighted average shares outstanding .........................              3,777,017        3,427,532

                    See accompanying notes to consolidated condensed financial statements.


</TABLE>










                                                                              4
<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                              CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES
                                              -----------------------------------------------------
                                                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                                                  ---------------------------------------------
                                                                   (unaudited)
                                                                   -----------

                                                                             Nine Months Ended September 30             
                                                                             ------------------------------
                                                                  (dollar amounts in thousands except per share data)

                                                                                     1995             1994
                                                                                     ----             ----
<S>                                                                             <C>              <C>
Interest Income
     Loans, including fees........................................                $  8,245          $8,463
     Investment securities:
             Tax-exempt...........................................                     481             760
             Taxable..............................................                   2,686           3,030
     Federal funds sold...........................................                     649             580
                                                                                    ------          ------
             Total interest income................................                  12,062          12,833
                                                                                    ------          ------
Interest Expense:
     Deposits.....................................................                   6,166           6,714
     Other borrowings.............................................                      63             179
                                                                                    ------           -----
             Total interest expense...............................                   6,229           6,893
                                                                                   -------           -----

             Net interest income..................................                  5,833            5,940
Provision for loan losses.........................................                   (750)             ---
                                                                                   ------            -----
     Net interest income after provision for loan losses..........                  6,583            5,940
                                                                                   ------            -----
Noninterest Income:
     Service charges on deposit accounts..........................                    509              553
     Gain (loss) on sale of securities............................                   (228)             241
     Other noninterest income.....................................                    373              598
                                                                                   ------            -----
             Total noninterest income.............................                    655            1,392
                                                                                   ------            -----
Noninterest Expense:
     Salaries and employee benefits...............................                  2,340            2,574
     Net occupancy and equipment expense..........................                    239              718
     Other noninterest expense....................................                  2,137            2,610
                                                                                   ------            -----
             Total noninterest expense............................                  4,716            5,902
                                                                                   ------            -----
             Earnings before income taxes ........................                  2,522            1,430
Income taxes......................................................                    617              234
                                                                                   ------            -----
             Net earnings.........................................                $ 1,905          $ 1,196
                                                                                   ======            =====

             Net earnings available to common shareholders........                $ 1,905          $ 1,099
                                                                                   ======           ======
Per Share Information:
     Net Earnings ................................................                $  0.51          $   .32
     Weighted average shares outstanding .........................              3,777,017        3,425,516

                    See accompanying notes to consolidated condensed financial statements.

</TABLE>







                                                                              5
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                              CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES
                                              -----------------------------------------------------
                                                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                 -----------------------------------------------
                                                  Nine Months Ended September 30, 1995 and 1994

                                                                   (unaudited)

                                                                                        1995                1994
                                                                                        ----                ----
                                                                                    (dollar amounts in thousands)
<S>                                                                                 <C>                  <C>
Cash flows from operating activities:
   Net earnings                                                                     $   1,905            $   1,196
     Adjustments to reconcile net earnings to net cash provided by
     operating activities:
     Provision for loan losses                                                           (750)                 ---
     Depreciation expense                                                                 283                  384
     Amortization and accretion, net                                                      111                  103
     Loss (Gain) on sale of securities                                                    228                 (241)
     Gain on branch sales                                                                 ---                 (115)
     Changes in assets and liabilities:
                 Decrease in other assets                                               1,330                  922
                 Increase in other liabilities                                           (255)                 122
                                                                                       ------              -------
         Net cash provided by operating activities                                      2,857                2,371
                                                                                       ------              -------

Cash flows from investing activities:
   Increase in interest-bearing deposits with other banks                              (1,100)                 ---
   Proceeds from maturities and pay-downs of investment securities                     10,191               18,569
   Proceeds from sales of investment securities                                         3,757                5,616
   Purchases of investment securities                                                 (13,524)              (4,570)
   Net decrease in loans                                                                 (195)              15,186
   Additions to premises and equipment                                                   (517)                (216)
   Cash paid due to branch sales                                                         ---               (40,927)
                                                                                      -------              -------
         Net cash provided by (used in) investing activities                           (1,393)              (6,342)
                                                                                      -------              -------

Cash flows from financing activities:
   Net decrease in deposits                                                              (192)             (10,088)
   (Repayment) of repurchase agreements                                                (6,615)               15,954
   Cash dividends paid                                                                   (481)                ---
                                                                                      -------              --------
         Net cash (used in) financing activities                                       (7,288)                5,866
                                                                                      -------              --------
         Net increase (decrease) in cash and cash equivalents                          (5,824)                1,895
Cash and cash equivalents at beginning of period                                       22,102                20,649
                                                                                      -------              --------
Cash and cash equivalents at end of period                                           $ 16,278              $ 22,544
                                                                                     ========              ========
Supplemental disclosures of cash flow information:
   Cash paid during the period:
         Interest                                                                    $  6,241              $  6,771
         Income taxes                                                                $    140                    95


                                     See accompanying notes to consolidated condensed financial statements.

</TABLE>




                                                                          6
<PAGE>
<PAGE>

Central and Southern Holding Company
and Subsidiaries
Notes to Consolidated Condensed Financial Statements

(1)  Basis of Presentation

The consolidated condensed financial statements include the
accounts of Central and Southern Holding Company (the "Company")
and its wholly owned subsidiaries, The Central and Southern Bank
of Georgia and The Central and Southern Bank of Greensboro.  All
significant intercompany accounts and transactions have been
eliminated in consolidation.

The consolidated condensed financial statements reflect all
adjustments which are, in the opinion of management, necessary to
fairly present the consolidated financial position and results of
operations for the periods covered herein and should be read in
conjunction with the Annual Report on Form 10-K.  All such
adjustments are of a normal recurring nature.

(2)  Recent Accounting Pronouncements

In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 114,
Accounting by Creditors for Impairment of a Loan.  SFAS No. 114
requires that impaired loans be measured on the present value of
expected future cash flows discounted at the loan's effective
interest rate, which is the contractual interest rate adjusted
for any deferred loan fees or cost, premium or discount existing
at the inception or acquisition of the loan, or at the loan's
observable market price, or the fair value of the collateral of
the loan if the loan is collateral dependent.  SFAS No.114 became
effective January 1, 1995.  In October 1994, SFAS No. 118,
Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures was issued.  SFAS No. 118 amends SFAS
No. 114 to require information about the recorded investment in
certain impaired loans and eliminates its provisions regarding
how a creditor should report income on an impaired loan.  SFAS
No. 118, effective January 1, 1995, allows creditors to use
existing methods for recognizing income on impaired loans,
including methods used by certain industry regulators.  The
adoption of these pronouncements did not have a material impact
on the Company's consolidated financial statements.









                                                                     7
<PAGE>
<PAGE>

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      RESULTS OF OPERATIONS



FINANCIAL CONDITION

At the end of the third quarter 1995, total assets had declined
$3.8 Million from December 31, 1994.  Total loans declined $0.2
Million from December 31, 1994. The loan decline is the result of
the sales finance portfolio maturing rolloff of $9.4 Million
during the same time period. However, increases in commercial and
real estate loans helped offset the sales finance rolloff during
the period.

Total liabilities decreased $6.4 Million from year end 1994.
Short term borrowings declined as the Company paid down $6.6
Million of a repurchase agreement since year end 1994.
Noninterest bearing deposits were down $0.8 Million by the end of
the quarter due in part to the cyclical nature of these deposits.

The Company paid a $.045 dividend on its common stock on
September 30, 1995.  The financial strength of the Company
continues to improve along with the ability to pay and possibly
increase the dividend payout.


RESULTS OF OPERATIONS

For the three-month period, the Company recorded net income of
$668,000 as compared to $609,000 for the same period in 1994.
This net increase is due primarily to the following:
Net interest income decreased $7,000.
A negative provision for loan losses increased pretax income $250,000.
Total noninterest income declined $447,000.
Total noninterest expense declined $357,000.
The reasons for these changes are discussed below.

For the nine-month period, the Company recorded net income of
$1,905,000 as compared to $1,196,000 for the same period in 1994. 
This net increase is due primarily to the following:
Net interest income decreased $107,000.
A negative provision for loan losses increased pretax income $750,000.
Total noninterest income declined $737,000.
Total noninterest expense declined $1,186,000.
The reasons for these changes are discussed below.

NET INTEREST INCOME

Net interest income remained relatively stable in comparing the
like periods.  However, average earning assets declined
approximately $22 Million and interest-bearing liabilities
averages declined approximately $11 Million due to a balance
sheet restructuring during 1994.  This restructuring was the
result of the sale of two bank branches in the third quarter of
1994 that helped provide a positive boost to the net interest
margin of 36 basis points in comparing the like periods. 



                                                                    8
<PAGE>
For the nine-month period, net interest income is down $107,000.
The decrease in net interest income on a tax equivalent basis was
mainly due to lower balances in interest-earning assets for the
period.  However, the excess of average interest-earning assets
minus average interest-bearing liabilities for the period
increased by $2.6 Million.  This helped increase the net interest
margin from 3.79% for the 1994 period to 4.24% for the 1995
period.


PROVISION FOR LOAN LOSSES

The Company recorded a negative provision of $250,000 for the
quarter.  The Company had net recoveries during the quarter of
$216,000 from prior period charge offs, the majority of
recoveries being sales finance loans.  Third quarter 1994 had
net recoveries of $259,000.  Management anticipates the net
recovery situation will continue due to the anticipated decline
in charge offs and continued high recoveries of prior period
charge offs.  Management will monitor and adjust the level of the
allowance for loan losses in relation to this net recovery stream
as well as the overall level of the allowance for loan losses to
loans outstanding.

The Company recorded a negative provision of $750,000 for the
nine-month period. Net recoveries for the period were $717,000.

NONPERFORMING ASSETS

<TABLE>
<CAPTION>
Consolidated
Non Performing Assets                                      9/30/95     6/30/95   3/31/95   12/31/94   12/31/93
- ---------------------                                      -------     -------   -------   --------   ---------
(in thousands)
<S>                                                     <C>         <C>          <C>        <C>        <C>

Loans past due 90 days or more                              $25          $8          $2       $205        $99
Non accrual loans                                           989         599         601      1,060      2,761
                                                          -----         ---         ---      -----      -----
   Total nonperforming loans                              1,014         607         603      1,265      2,860

Other real estate                                           694         871       1,199      1,110      1,902
                                                          -----         ---       -----      -----      -----
   Total nonperforming assets                            $1,708      $1,478      $1,802     $2,375     $4,762
                                                          =====       =====       =====      =====      =====

Nonperforming loans/Total loans                           0.93%       0.56%       0.56%      1.17%      2.33%

Nonperforming assets/Total assets                         0.85%       0.73%        0.90%     1.16%      1.94%

Loan loss allowance/Total loans                           3.87%       4.02%        3.96%     4.00%      3.81%
Loan loss allowance/Nonperforming loans                 414.49%     715.48%      705.89%    340.95%    163.67%
</TABLE>

The table above illustrates the changes in the level of
nonperforming assets over the past quarters.  Total nonperforming
assets have declined approx. $3.0 Million since December 31,
1993, while the allowance/total loans has remained the same.  The
increase in nonperforming loans in the third quarter resulted
from one loan being placed on nonaccrual status.  The Company
does not anticipate a loss of principal on the loan.  Declining
past due loans and workouts of nonaccrual loans have contributed
to the improved condition.  The coverage ratios have improved
dramatically over the same periods.  Management anticipates
continued improvements in the levels of nonperforming loans and
assets.

                                                                           9
<PAGE>

NONINTEREST INCOME

The Company's main source of noninterest income is service
charges on deposit accounts.  Due to the sale of two bank
branches last year and their deposit accounts, service charge
income is down for the three-month period ended September 30,
1995.  The branch sale also generated a one time gain on the sale
of assets of $110,000 during the third quarter of 1994.

The loss on the sale of securities of $228,000 was the majority
of the overall decline for the nine months period.

NONINTEREST EXPENSE

Salaries and occupancy expense are down due to the sale of
branches discussed above.  Other noninterest expenses are down
for the three-month period due to the overall improved operations
of the Company.  The Company has taken necessary steps to improve
its efficiencies without harming the delivery of services through
the consolidation of several administrative and clerical
functions.  Management expects to see continued improvement in
the noninterest expenses of the Company in the near future.

For the nine-month period, the majority of the overall
$1,186,000, or 20% decrease has been in other operating expenses.
These are comprised of losses on other real estate (Oreo) and
legal/other professional fees.  The Oreo properties sold over
the last several months were somewhat more marketable than past
properties.  This allowed the Company better pricing and less of
a loss on the sale.  Also, fewer properties require less
administrative support thereby reducing legal and other
professional services.






                                                                      10
<PAGE>

INTEREST RATE SENSITIVITY MANAGEMENT


Interest rates play a major part in the net interest income of a
financial institution.  The sensitivity to rate changes is known
as "interest rate risk."  The repricing of interest-earning
assets and interest-bearing liabilities can influence the changes
in net interest income.  As part of the Company's asset/liability
management program, the timing of repricing assets and
liabilities is referred to as Gap management.  It is the policy
of the Company to maintain a Gap ratio in the one year time
horizon of .80 to 1.20.  The table below has two measures of Gap,
regulatory and management adjusted.  The regulatory Gap considers
only contractual maturities or repricings.  The management
adjusted Gap considers such things as prepayments on certain
interest rate sensitive assets and the circumstances under which
core deposits are repriced.  Although  interest-bearing
transaction accounts are available to reprice in the three-month
window, historical experience shows these deposits to be more
stable over the course of one year.  This management adjusted Gap
indicates the Company to be somewhat neutral in relation to
changes in market interest rates.
<TABLE>
<CAPTION>
GAP ANALYSIS
                                                              Regulatory Defined
                                                     3-MONTH        6-MONTH        1-YEAR
                                                            (dollars in thousands)
                                                     ----------------------------------------

         <S>                                              <C>          <C>           <C>
         Rate Sensitive Assets (RSA)                      63,589        76,241        98,303
         Rate Sensitive Liabilities (RSL)                 70,704        99,499       121,198
                                                          ------       -------       -------
         RSA minus RSL (Gap)                              (7,115)      (23,258)      (22,895)

         Gap Ratio (RSA/RSL)                                 .90           .77           .81

</TABLE>

<TABLE>
<CAPTION>
                                                              Management Defined
                                                     3-MONTH        6-MONTH        1-YEAR
                                                            (dollars in thousands)
                                                     ---------------------------------------

         <S>                                              <C>          <C>           <C>
         Rate Sensitive Assets (RSA)                      66,193        81,349       105,516
         Rate Sensitive Liabilities (RSL)                 50,112        83,025       108,842
                                                          ------        ------       -------
         RSA minus RSL (Gap)                              16,081       (1,676)       (3,326)

         Gap Ratio (RSA/RSL)                                1.32           .98           .97


</TABLE>

The Company uses simulation analysis to monitor changes in net
interest income due to changes in market interest rates.  The
simulation of rising, declining, and a most likely interest rate
scenarios allow management to monitor and adjust interest rate
sensitivity to minimize the impact of market interest rate
swings.  Each month management updates all available data
concerning cash flows of assets and liabilities, changes in
market interest rates, and expectations as to new volumes of
loans.



                                                                         11
<PAGE>
LIQUIDITY

     Liquidity is an important factor in the financial condition
of the Company and affects the Company's ability to meet the
borrowing needs and deposit withdrawal requirements of its
customers.  Assets, consisting principally of loans and
investment securities, are funded by customer deposits,
purchased funds and borrowed funds.

     The investment portfolio is one of  the Company's primary
sources of liquidity.  Maturities of securities provide a
constant flow of funds which are available for cash needs.
Investment securities that contractually mature within one year
total $9.0 Million. However, mortgage-backed securities and
securities with call provisions create cash flows earlier than
the contractual maturities.  Estimates of prepayments on
mortgage-backs and call provisions on other securities increase
the forecasted cash flow from the investment portfolio within one
year to approximately $14.5 Million.  Maturities in the loan
portfolio also provide a steady flow of funds. The projected
repayments on the Company's sales finance portfolio are $5.7
Million within one year.  The Company's liquidity also continues
to be enhanced by a relatively stable core deposit base.  At
September 30, 1995, the loan to deposit ratio was 62%.

SHAREHOLDERS' EQUITY

     The Company maintains a ratio of shareholders' equity to
total assets that is adequate relative to industry standards. 
The Company's ratio of shareholders' equity to total assets was
11.06% at September 30, 1995, compared to 9.55% at December 31,
1994.  The Company called for redemption all $1,708,605 of
preferred stock during December 1994.  All the preferred stock
was converted into 379,690 shares of common stock and increased
the outstanding common shares to 3,777,017.  

     The Company and its subsidiary banks are required to comply
with capital adequacy standards established by the Federal
Reserve and the FDIC.  Currently, there are two basic measures of
capital adequacy: risk-based measure and  leverage measure.

     The risk-based capital standards are designed to make
regulatory capital requirements more sensitive to differences in
risk profile among banks and bank holding companies, to account
for off-balance sheet exposure and to enhance the value of 
holding liquid assets. The resulting capital ratios represent
capital as a percentage of total risk-weighted assets and off-
balance sheet items.  Recently the Federal Reserve and the FDIC
proposed that interest rate risk be considered in computing risk-
based capital ratios.

     The minimum standard for the ratio of total capital to risk-
weighted assets is 8%.  At least 50% of that capital level must
consist of common equity, undivided profits and noncumulative
perpetual preferred stock, less goodwill and certain other
intangibles ("Tier I capital").  The remainder ("Tier II
capital") may consist of a limited amount of other preferred
stock, mandatory convertible securities, subordinated debt and a
limited amount of the allowance for loan losses.  The sum of Tier
I capital and Tier II capital is "total risk-based capital."













                                                                        12
<PAGE>

     The Federal Reserve and the FDIC also adopted regulations
which supplement the risk-based guidelines to include a minimum
leverage ratio of 3% of Tier I capital to total assets less
goodwill (the "leverage ratio").  Depending upon the risk profile
of the institution and other factors, the regulatory agencies may
require a leverage 1% to 2% higher than the minimum 3% level.

<TABLE>
<CAPTION>
Capital Levels

                                                         Milledgeville     Greensboro    Consolidated
                                                         -------------     ----------    ------------

<S>                                                          <C>             <C>            <C>
Tier 1 Capital Leverage Ratio                                10.48%           8.67%         10.68%

Tier 1 Risk-based Capital Ratio                              17.61%          13.09%         17.18%
Tier 2 Risk-based Capital Ratio                               1.25%           1.25%          1.25%
                                                             ------         -------         ------
Total Risk-based Capital Ratio                               18.86%          14.34%         18.43%
                                                             ======          ======         ======
</TABLE>


                                                                            13
<PAGE>
<PAGE>

Part II.  Other Information

Item 1.  Legal Proceedings
         (Not Applicable)

Item 2.  Changes in Securities
         (Not Applicable)

Item 3.  Defaults Upon Senior Securities
         (Not Applicable)

Item 4.  Submissions of Matters to a Vote of Securities Holders
         (Not Applicable)

Item 5.  Other Information
         (Not Applicable)

Item 6.  Exhibits and Reports on Form 8-K

(A)  Exhibits

Exhibit No. 27    Financial Data Schedule

(B)  No reports filed on Form 8-K


                                                                       14
<PAGE>
<PAGE>

                            SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the Corporation has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



CENTRAL AND SOUTHERN HOLDING COMPANY
- ------------------------------------
Registrant



Date 11/7/95                       /s/ Robert C. Oliver
                                   Robert C. Oliver
                                   President & Chief Executive Officer


Date 11/7/95                       /s/ Michael E. Ricketgon
                                   Michael E. Ricketson
                                   Chief Accounting Officer







                                                                             15
<PAGE>


<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000815032
<NAME> CENTRAL AND SOUTHERN HOLDING COMPANY
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                           6,283
<INT-BEARING-DEPOSITS>                           1,100
<FED-FUNDS-SOLD>                                 9,995
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     31,233
<INVESTMENTS-CARRYING>                          41,202
<INVESTMENTS-MARKET>                            41,706
<LOANS>                                        109,056
<ALLOWANCE>                                      4,203
<TOTAL-ASSETS>                                 200,210
<DEPOSITS>                                     176,490
<SHORT-TERM>                                       100
<LIABILITIES-OTHER>                              1,479
<LONG-TERM>                                          0
<COMMON>                                         3,777
                                0
                                          0
<OTHER-SE>                                      18,364
<TOTAL-LIABILITIES-AND-EQUITY>                 200,210
<INTEREST-LOAN>                                  8,245
<INTEREST-INVEST>                                3,167
<INTEREST-OTHER>                                   649
<INTEREST-TOTAL>                                12,062
<INTEREST-DEPOSIT>                               6,166
<INTEREST-EXPENSE>                               6,229
<INTEREST-INCOME-NET>                            5,833
<LOAN-LOSSES>                                    (750)
<SECURITIES-GAINS>                               (228)
<EXPENSE-OTHER>                                  4,716
<INCOME-PRETAX>                                  2,522
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,905
<EPS-PRIMARY>                                      .51
<EPS-DILUTED>                                      .51
<YIELD-ACTUAL>                                     4.3
<LOANS-NON>                                        989
<LOANS-PAST>                                        25
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 4,250
<CHARGE-OFFS>                                      280
<RECOVERIES>                                       483
<ALLOWANCE-CLOSE>                                4,203
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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